Sins of the Fathers
by Joseph McKinley
Summary: Three sons, three fathers, three legends, three destinies. How will Benjamin Richard Parker cope now that his world is falling apart? Michael Octavius and Norman 'Normie' Osborn seem to be growing father apart from him, and his father has a secret.
1. Family Legacy

**Disclaimer:** I own neither, Spider-Man or any other Marvel Owned characters mentioned in this story. They are owned by Marvel of course, a company that I wish to work at one day.

**Setting:** This story is set in the Spider-Man movie-verse, many years after Spider-Man 2 happened. Doctor Octopus did not die after becoming good at the end of the movie, but lived, and turned himself into the police. He is now serving a prison term and will not be up for parole for another five years. His wife, Rosie Octavius did not die either, but rather was struck blind by the piece of glass, she and Otto had a son, who is now sixteen. Peter and Mary Jane have been married for a long, long time now, and also have had a son, who is now also sixteen years old. Harry also had a son, although illegitimately, who was named 'Norman' after his grandfather. Norman (Now in his early twenties) has been close friends with the Parker family since he was little, through mostly his mother, but after his father's death he began rebuilding his grandfather's corporation and has made it the empire that it is today, he does not however now the Goblin legacy that is in his family.

**Author's Notes:** I know the setting might be a little confusing, it's movie-verse, but slightly futuristic. It's a what-if kind of story. It's been over twenty years since the second movie, Peter is still Spider-Man, but has kept that from his son. All in all it's just a story idea that popped into my head, whether or not I continue it will be up to my reviewers. I'll only continue writing it if other people want me to.

**Chapter 1: Family Legacy**

**Parker Residence, Queens, 7:00 A.M.**

"Hey! Has anyone seen my black pair of jeans?" A young teenage man called down the stair wearing only a t-shirt, a pair of boxers, and his socks.

"They were just in the laundry check your bottom drawer!" His mother yelled up to him from the kitchen.

"Thanks mom!" He yelled as he ran back into his room and pulled open his dresser's bottom drawer. "Found them." He said to himself as he pulled the folded pair of jeans out of the drawer and threw them on. "See ya later Legs." He said as he tapped on the glass cage next to his bedroom door. His pet spider 'legs' crawled over to the other side of the cage as he left. He breathed a deep breath of fresh air as he came down the stairs and reached the bottom. "Are those eggs I smell?" He asked as his mom as he grabbed his jacket.

"And sausage." His mom answered as he came into the kitchen. "I figured you could use some breakfast before school."

"I only have a few minutes, I'm supposed to walk to school with Mike." He said as he sat at the kitchen table and grabbed his plate and fork. "Where's Dad?" He asked curiously.

"Still asleep. He doesn't go to work until later today, and since he came in late last night I figured he could use the extra rest." His mom answered as she put the eggs from the pan onto his plate. "Careful Ben, they're warm." She warned.

"Morning Ben, morning honey." Ben's father said as he came into the kitchen, and kissed his wife on the cheek as she stood cooking at the stove.

"He dad, thought you weren't going into work until later." Ben said with a slight nod of greeting to his father.

"I don't, but I figured I could wake up early and maybe give you a ride to school." His dad answered with a slight smile as he poured himself a cup of coffee.

"So long as we pick up Mike along the way I don't see why not. I promised to walk with him to school today." Ben said as he ate some of his eggs rather quickly.

His dad had been hoping for some time alone to talk with him, but guessed he'd have to do that later. "Okay, yeah, sure. We'll stop by his house on the way." His dad said as he sat down and took a sip of his coffee.

"You two better hurry up and eat or you'll be late." Ben's mother warned as she put a plate of eggs in front of her husband.

"And why should we choose today to ruin a Parker family tradition?" Ben said with a glace to his father.

"Just because I'm always late sometimes doesn't mean that you have to be." His father said sternly as he began to eat some of his eggs.

"Sometimes?" Ben scoffed.

"Is this about your football game? I said I was sorry, but something came up, I couldn't help it." His father said apologetically.

"Dad I haven't played football since middle-school. And yeah, I know, something came up at work, your car wouldn't start, you couldn't get a cab, and all the other same old excuses." Ben said obviously agitated by now. "You know what? Thanks for the offer, but I think I'll just walk to school." Ben said standing up from the kitchen table and grabbing his book bag.

"Now hold on-." His father started but was cut off by the back door closing shut. He sighed and sat back in his chair. "I just don't know what to do MJ." He said looking over to his wife.

"You need to be honest with him, tell him the truth. He's old enough to handle it now, he's sixteen Peter." MJ said as she sat down and took her husband's hand in hers.

"Maybe you're right MJ. Maybe you're right." Peter said with a nod as he gently squeezed her hand in his.

**VVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVV**

Ben walked down the sidewalk with a grim look on his face. Lately he'd begun to grow distant from his father. He could remember a few precious times when he and his father had hung out, played a little bit of catch, but that was when he was little, and the memories like that were few and far between. His dad had always had trouble showing up for things and following through with his promises, he always seemed to come up with one excuse or another for why he couldn't show up, or follow through. And lately Ben had seemed to notice it more and more. More than a few times he'd thought that his dad was cheating on his mom, but she wasn't stupid, and if she thought that his dad was cheating on her, she wouldn't have stuck around, she wasn't that kind of woman.

"Hey Ben, what's up? Did somebody die?" Mike's familiar voice rang in his ears. His head snapped up as he looked around, he'd been so deep in thought; he hadn't realized that he had made it to Mike's house.

"What?" Ben asked slightly confused for a moment. "No, nobody died, I was just thinking about something." Ben answered as he nodded in greeting to Mike.

"Well don't hurt yourself, you've still got the rest of school to get through. Speaking of which, you ready? I don't want to be late." Mike said.

"Yeah sure." Ben said as he came up to the porch. "Grab your stuff and let's go."

"Bye mom! Ben and I are going to school." Mike shouted into the house as he picked up his book bag.

"Bye Michael! Bye Ben! Have a good time!" His mom called from inside.

"By Mrs. Octavius!" Ben yelled into the house. "We might be a little late getting back, we're gonna stop by the Bugle again after school!"

"Good luck!" She answered as Ben and Mike headed off the porch.

"Thanks, bye mom!" Mike yelled as they left. "Thought you'd given up with the Bugle?" Mike asked looking over to Ben as they walked.

"Nah. Figure I'll give it another try." Ben said with a wink.

"Well we'll see. Just so long as neither of us are late for school." Mike said with a smile.

The bell just rang as Mike and Ben made it to their seats. "Morning class." The teacher said as he began. Mere moments passed before a note made it to Ben's desk. He opened it to read and suddenly remembered what he had said he would do that afternoon. The note read simply, 'we still going to the movies after school? – F.H.' Ben wanted to smack his head against his desk. He wrote on the note just under the original message. 'Yeah, is Amanda still planning on coming though? I might have someone to bring too. – Ben'

The note came back seconds later. 'Yeah, sure, see ya after school – F.H.' Ben smiled as he turned and nodded his head to felicity and stashed the note in his pant's pocket.

After class Ben stopped Mike out in the hall. "Hey mike, you remember how I said we were going to go to the Bugle after school?"

"You mean like we've done once a week every week since we turned sixteen? I'm telling you they're never going to hire you to be a photographer, you're too young." Mike answered.

"Yeah, yeah, well there's been a slight change in plans. Amanda and Felicity asked us to the movies after school." Ben said with a slight smile.

"So you want to go to the movies with them." Mike concluded.

"No, I want us to go to the movies with them." Ben said. Mike looked at him like he was crazy. "Come on, it'll be fun. Besides, it's nothing formal or anything like that, just four friends going to the movies."

"Well…" Mike thought for a second. "Alright, but Afterwards we need to work on our science project, or we'll never get it done."

"Good." Ben said with a smile. "I'll see you at lunch then?" He asked as the bell rang.

"At lunch." Mike nodded.

Lunch that day came sooner than Ben expected, or wanted it to. He hated lunch, not only was the food horrible, if you could call it food, but the lunch room was like a breeding ground for bully's, jocks, and low life's. Ben wasn't a weakling, but he was a little on the scrawny/geek-like side, and that was enough to make him fair game for whatever idiot felt like proving his strength. Speaking of which…

"Morning Parker." Ben heard as a hand gripped his shoulder.

"Wow Thompson, I didn't even make it to my table yet, you trying for some sort of record for most pathetic things done in one day?" Ben asked sarcastically as he laid his lunch tray down on the nearest table.

"Oh, the lip again Parker. You know, you really need to learn to shut your mouth." The blonde haired guy in the football jersey, Thompson, said.

"And you need to learn to shut your fly." Ben said with a smirk as he turned to face him.

Thompson looked down quick, but his fly was closed and his friends were laughing at him now, not Parker. "Oh you're going to-." He started to say as he looked up, but Ben was already several tables ahead and quickly making his way to the exit.

It wasn't until he got outside and around a corner of the school building, landing him behind it in an empty lot that Thompson and his friends caught up with him. "Bad move Parker. Now there's no one to step in and save your sorry butt."

"Save me from what? A momma's boy with a funny jacket?" Ben quipped again, and Thompson lost it.

He threw off his jacket and tossed it aside to one of his friends, waiting only seconds before rushing at Parker and throwing a straight punch towards his face.

Just as Thompson began to rush towards him Ben got disoriented, all of a sudden time seemed to slow, and Ben got a massive headache. Instinctively Ben leaned back slightly and the headache seemed to lessen as Thompson's fist stopped just less than an inch from his face, as if in slow motion.

Thompson sent a myriad of fists, mostly curved punches at Parker, and all Parker did was dance around, duck, move ever so slightly, and avoid them all. To Ben it seemed as if time itself was on his side, slowing down so it was easier to dodge, but Ben was beginning to feel odd, in addition to the headache his body was now beginning to feel different, it was a burning sensation on the underside of his forearms, and he felt looser, almost like he was capable of any gymnastic feat he wished to accomplish.

But Thompson was getting angry and sent another punch straight at Parker. This time instead of dodging or moving out of the way, Ben merely caught it with the palm of his hand, not only stopping Thompson's punch, but also breaking his hand. Ben and the others could hear the bones of Thompson's fist crunching and breaking as the hit Ben's hand.

Thompson fell to his knees and yelled as he held his broken hand near tears. "Parker!" He screamed.

"Dude." One of his friends said. "What the heck did you do?" He asked looking to Ben.

Ben wasn't sure his headache was gone, but he was feeling woozy. Suddenly he just lost control, he threw up, all over Thompson and those friends that had gone to see if he was okay, and then collapsed on the ground, unconscious.

**VVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVVV**

"Is he okay?" A deep male voice asked from the other side of a blue hospital curtain.

"Mr. Osborn? What are you doing here?" Another male asked, either a nurse or a doctor. "I wasn't aware that there was an inspection planned for today."

"Calm down Doctor. I'm just here to see Benjamin Parker. The whole Parker family are friends of mine." The man explained. "Is he awake?"

"Not yet, but please, go right on through if you want to. We've been trying to reach his parents, as well as the school, but his father isn't at work, and his mother isn't answering the home phone." The doctor explained.

"I've called his father, they should both be here soon. But answer my question. Is he okay?" Osborn asked.

"Well… It's odd to tell the truth. His condition has nothing to do with how he was brought in here. The school said he was in some sort of fight, he broke another students hand-." The doctor started.

"Ben? Are you sure? He couldn't break somebody's hand if he wanted to." Mr. Osborn defended.

"I'm only telling you what the school told me. He was in a fight, and his 'opponent's' hand was broken. He hadn't taken any hits or anything during the fight, but after he broke the other person's hand, he threw up and passed out. Strangest thing I've ever seen. His vitals are good, he appears normal I've chalked it up to just a nervous breakdown, or an episode." The doctor explained. "You can go and see him if you want to."

"Yes, I think I will. Thanks." The man said before he stepped into the bed area where Ben was in a patient's gown, lying on the bed.

"Normie?" Ben asked as he came in.

Norman laughed. "Yeah Ben, it's me. You want to tell me what happened? School says that you were in a fight."

Ben smirked. "I don't know what happened. First minute that guy Thompson is going to start pounding on me, the next I'm kicking his butt."

"And breaking his hand apparently. You're lucky if he doesn't try to sue you, or the school." Norman said with a smirk as he sat down.

"He wouldn't sue the school, his dad is the coach there, and as for suing me, well… All I did was block his punch." Ben answered as he rested his head back on the pillow.

"Well you're friend Michael wasn't there, but he's out in the waiting room now, along with a girl from your school. You're parents should be here soon. But if I were you I'd think of telling the truth about how you managed to break his hand."

"I'm telling you the truth." Ben pleaded. "All I did was block his punch, and crack, we all heard it, he broke his hand. Maybe he hit me wrong or something, I don't know, it just happened."

"Well however it happened, we're all glad you're okay. You gave everyone quite a scare, especially that girl out there. She kind of creeped me out, she practically attacked the doctor trying to get back here." Norman said with a smirk.

Ben laughed. "Yeah, that'd be Felicity. She's probably worried about me, have the doctor's told her anything?"

Norman shook his head. "No, they ain't telling anyone but your parents, but they're not here yet. Only reason I'm allowed back here to see you is because I own the hospital." He said with a smirk. "And seriously, if the Thompson's try to sue you, you know you have my legal defense team at your disposal."

Ben smirked. "Thanks, but don't worry, I'm sure Thompson doesn't want the whole school to know that he got beat up by a geek."

"You're not a geek." Norman corrected. "You just need to get yourself a new look, maybe do a little bit of weight lifting and you'd be set to be the most popular kid in school."

"Popularity only matters to those who have it." Ben said with a smirk. "I'm not one of those people, I'd rather just live my life."

Norman smirked. "Well you'd best get some rest, your parents are going to grill you like crazy when the get here, that is Auntie M doesn't squeeze you to death with a hug when she finds out you're okay."

Ben laughed. "Yeah, hey, do me a favor?"

"Sure." Norman said as he stood to leave. "What is it?"

"Tell Felicity and Mike that I'm okay?" He asked with a smile.

"Sure thing." Norman said as he started to leave. "So long as you promise not to beat up any more bullies."

Ben and Norman just laughed. "Don't worry, I'll be out of here by tonight, and back to normal. Although for some strange reason I've still got this annoying burning sensation on my arms."

"Maybe they gave you a shot or something." Norman said with a shrug. "Don't worry, you'll be back to normal soon enough."

"Famous last words." Ben said with a smile.

**END**


	2. Mutations and Transformations

**Daveykins:** Thank you for the review! I was so disappointed when no one reviewed this story, I hate it when no one reviews it's really depressing. Thank you!

**Author's Note:** If you read this chapter, I beg you to review it, and remember Flames are welcome! Come to think of it, I've been saying that ever since I started writing this sort of stuff and so far I haven't even gotten one flame yet! How disappointing, my work must be good or something, maybe I should write something crappy just to get a flame.

**Chapter 2: Mutations and Transformations**

That afternoon had gone almost as Norman had predicted. Ben's mother had come from work, but no one had been able to reach his father for some odd reason. Of course it really wasn't odd for Ben, his father was never where he was supposed to be, and no one could ever reach him. His mother was of course worried, but he seemed fine, except for the fact that his headaches had returned, a fact that he failed to mention to his mother.

"What's the diagnosis? Will you live?" Mike asked as he and Felicity came up to Ben as his mother checked him out of the hospital.

"Ugh. Yeah, I'll lived to be killed by Thompson another day." Ben answered.

"Wouldn't worry about him too much. Actually I think he's scared and freaked out, although he probably won't admit it." Felicity said with a smile.

Ben laughed. "Good. Maybe now he'll leave me alone."

Mike scoffed. "For a bit, but let's face it, he's picked on us since before kindergarten."

"Before kindergarten? I didn't even meet him until high school." Ben said with a smile.

"Okay so I exaggerated a bit for dramatic effect, but he's still picked on us since freshman year." Mike corrected himself.

Felicity laughed. "I never got what it was about guys that made them need to prove themselves by beating up other males."

"It's the testosterone." Mike answered.

"Yeah, it goes to our heads." Ben said with a smile.

"I must've just picked the absolute worst moment to walk in on a conversation." MJ said with a smile as she came up to the others.

They laughed. "Probably." Ben said as he closed his eyes for a little relief from the headache, but it didn't work. "You ready then mom?" He asked looking over at MJ.

"Yeah, do you two need a ride home?" She asked looking over to Mike and Felicity. "I could drop you off on my way back to work after I drop Ben off at home."

"Sure." The both said at the same time. Ben smirked.

"You're going back to work mom?" He asked.

"Yeah." MJ said with a nod. "Sorry, but I left in the middle of something and I have to finish it, but don't worry, I'll be home early, and you're dad should be too."

"Wonderful." Ben said sarcastically as the group left the hospital.

The ride home was pretty quiet, but Ben was in pain, his headaches were getting worse and worse as time went by. When he finally got into his house the headache was so bad that he couldn't think straight, and he was tired. He made his way to his bedroom upstairs, but by the time he got up there he was so dizzy and disoriented that it was all he could do to make it to his bed. Collapsing into it and clutching the sheets he fell into a deep, deep sleep.

His mother came home later than she planned to, but Ben was still asleep, and Peter wasn't there yet. In fact Peter didn't get home until after MJ had gone to bed, which seemed to be a trend. Neither of them wanted to rouse him, thinking that he needed his sleep due to the past day's events, in fact other than looking through his bedroom door and closing it, they hadn't really checked up on him either.

Ben didn't wake up until late the next afternoon, to find that his headache was gone. But with the headache gone his forearms itched again, and they itched like crazy, plus his legs felt funny, like they were wrapped up in a sheet or something. He opened his eyes and pulled his sheet off to free his legs, but they didn't come free. Instead Ben found that his legs were wrapped in a silver substance, stick and stretchy, and hard to tear.

"What the?" He asked as he ripped the stuff off his lefts, finally freeing them. AH! His forearms! Now they were itching even more fiercely then they had before, he couldn't help it, he had to scratch. He quickly scratched at the underside of his forearms to stop the burning and itching, scratching hard and digging deep. "Ah!" He yelled as a bunch of that same silvery stuff that had been around his legs shot out of his wrist and attached itself to the wall. "What the heck?"

He stared at his wrist in a daze for several moments before climbing out of bed. "What the hell is happening?" He asked himself as he scratched his other wrist and made his way over to his bedroom mirror. All of a sudden his head got this buzzing sensation just before more silvery stuff shot out of the other arm and ensnared the hand that had been scratching. "Ugh!" He yelled as he opened his fingers and broke most of the stuff off of his hand. "Well at least that stopped the itching." He muttered to himself as he came up to the mirror.

"What the?" Staring back at him was a physically fit, muscular version of himself. "How the?" He flexed a bit, pulling back his sleeve. "When did I get these?" He asked pulling up his shirt, revealing a washboard set of abs. "Okay, this ain't puberty. We had that talk, it did not involve going from stringy normal kid to freaky kid with muscles." He talked to himself in an attempt to calm himself down. "Unless-."

"Honey? Are you okay? Are you awake?" MJ called up the stairs. She must've heard him yelling or heard him moving around or maybe a combination of both.

"Uh… Yeah! I'm okay!" Ben answered. "At least I think so!" He said looking at what was left of the silver substance on his hand. "I… I think I'm gonna get a shower before I come down, I'll only be a few minutes!" He called down the stairs.

"Okay!" His mom answered.

Thoughts, ideas, concerns, and possibilities were racing through his mind at a million miles per hour and all at the same time. What was this? Was he a mutant? And if he was a mutant, was this it? This was his super power? He could become physically fit over night, and shoot sticky stuff out of his wrists? That was so lame! Why couldn't he have gotten a cool power, like the Hulk's super strength, or Daredevil's heightened senses, or Spider-Man's agility, or Wolverine's claws? " I wonder…" He said aloud to himself as he turned on the shower water. "What else can I do?"

What was this? Did he even want super powers? Did he want to be a mutant? Well maybe not, but that didn't change the fact that he had the super powers. He knew one thing though; his days of struggling through high school were done. Maybe he could find a way to make some money off of this, even if it did decrease his popularity. "This is great, I can see it now. Hey Mike! Guess what? I have super powers!" He mocked himself and imitated Mike's voice. "Really? Cool! What can you do? Fly? Shoot lasers out of your eyes? Control people's minds?" He went back to his normal voice again. "Well, I can uh… shoot sticky gray stuff out of my wrists." Ben laughed at himself and then was silent for a moment. "I have got to come up with a better description." He said as he got into the shower.

**VVVV**

Peter and MJ were sitting in the living room watching television as they heard the shower water turn on in the bathroom above them. "You need to tell him Peter, or at least start showing up on time for things."

"I know MJ." Peter defended. "It's hard."

"I know, but he's beginning to get curious… Peter, I didn't tell you this because I didn't want to upset you, but the other day he mentioned it. He thinks you're cheating on me Peter, on him, on me, you need to tell him the truth, about why you're never on time, or where you say you're going to be, and why you can never be reached. He's mature enough now, he'll understand." MJ pleaded.

Peter was silent for a moment, and nodded. "I know. I'll talk to him tonight. After dinner." He said seriously.

"Good." MJ said with a strong nod as she put her hand on his knee.

**VVVV**

Ben got out of the shower, and grabbed a towel to dry himself off with. "This is nuts." He said as he went to reach his comb. "I mean seriously. It all seems like some sort of story in a comic book or something." He said as he started combing his short brown/reddish hair. He breathed deep and finished combing and getting dressed. It wasn't long before he got downstairs. "Hey, what's for dinner?"

"Well good morning, or evening, to you too Tiger." MJ said as she got up from her seat in the living room. "We were just discussing actually what to do for dinner. I thought maybe we could all go out for pizza, you know to that one on sixth?"

"Sounds good to me. I'm starving." Ben said with a nod.

"Takes after me." Peter said with a smile as he came into the hallway. "Get your jacket and we'll go." He said with a smile to Ben.

Ben got his jacket, and got into the car quickly, as much as he wasn't really looking forward to having dinner with his family just for his dad to leave in the middle of it like he usually did, he was hungry. "Come on!"

"We're coming, we're coming! Hold your horses." MJ said as she got into the car, Peter was driving. It wasn't long until they were there and sitting down waiting for their meals.

"So… Ben. You were in a fight at school?" Peter asked as he sat back in his chair.

"Well… kind of. This guy was going to beat me up, and I broke his hand." Ben answered honestly. "And then I just sort of passed out."

"You broke his hand?" Peter asked raising a brow. "Exactly how did you do that?"

"I just blocked his punch, you know, caught his fist, but he hit me wrong or something, cause his hand just broke, like it was made of glass or something." Ben answered as he sat back. Of course now he realized that it might've had something to do with all the other strange events, like his newfound powers, though he still didn't know their full extent.

Peter gave a worried glance to MJ, and she nodded, Ben guessed to make sure that he was telling the truth and not joking around. "And who exactly was this guy anyway?" Peter asked.

"Thompson." Ben answered. "That's what every one calls him in school anyway. His real name's Fred Jr., he's coach Thompson's son."

"Flash Thompson had a son?" Peter asked looking over at MJ.

"I don't know, I hadn't spoken to him since our high school graduation." MJ said with a shrug of her shoulders.

"You know coach Thompson?" Ben asked curiously.

"Yeah, in high school. He used to pick on me a lot back then, he actually dated your mom for most of high school." Peter answered.

"Seriously? Eck, no wonder he doesn't like me I've failed gym class all through high school." Ben said with a smirk.

Peter laughed. "So what else is new Ben?"

"Well uh… Mike and me are teaming up for a school science report. We're actually using some of his dad's old work, the automated arms." Ben answered.

"This is the Octavius boy?" Peter asked.

"Yeah dad, same Mike that I've known since fifth grade." Ben said annoyed.

"And your studying Doc Ock's arms?" MJ asked.

"Well kind of. We're just doing a report on them, on how they were supposed to work, and what they were originally intended for. It's a little hard to explain, but it's cool." Ben said with a nod. "Mike seems to think it'll get us an A."

"I'm not sure I like that idea." Peter said with a fatherly tone in his voice.

Ben rolled his eyes as the waitress came up with their food and set it in front of them. MJ thanked her and she left. Ben picked up his fork and started eating with it, but when he went to set it down to pick up his drink he found that he couldn't.

His eyes darted to his mom and dad but they didn't seem to notice, they were busy eating. He quickly put his hands under the table and tried pulling it off with his other hand. But it didn't get him anywhere; he still couldn't get it off.

"So Ben, how are things going with that Felicity girl?" MJ asked looking over to him.

"Uh… Just fine." Ben said still concentrating on pulling his fork off of his hand without his parent's noticing anything was wrong. What was this now? He could make things stick to him? "Actually we were supposed to go to the movies yesterday, but we didn't cause of everything that happened."

"Aw, that's a shame. Maybe she could come over tomorrow and I could give you a ride to the theater or something." MJ offered.

"Uh… Sure." Ben said glancing down to his hands as he finally managed to pull the fork free. "I'll ask her about it, see if she can make it."

"Okay." MJ said with a nod as she glanced to Peter, and then towards Ben, and then towards Peter again.

"Uh… Ben, after dinner you and I need to talk for a bit, so we're going to stay here for some ice cream while your mother goes shopping across the street." Peter said with a hopeful smile.

"I'm guessing this is one of those moments where I don't really have a choice?" Ben asked sarcastically. "Sure, why not." He muttered.

MJ smiled but Peter gave a doubtful frown. This talk wasn't going to turn out well.

**END**

**Author's Note:** Please! REVIEW!!!! I BEG YOU!!!! IF YOU READ THIS STORY, YOU NEED TO REVIEW IT!!!!! Please?


	3. Talks, Confrontations, and Ideas

**sookuke-adek:** Actually I had an idea for an alternate fic in which Ben went into the movie-verse Xavier Institute for Gifted Students, a sort of AU fic in which things happen and turn out differently. It's still in the thinking and plotting stages though.

**morph:** Honestly, I have no idea if Mike will end up with eight limbs. He might, he might not. Maybe he'll end up with six, or five, or ten, maybe he'll go crazy and kill everyone and that'll end the story, maybe he'll become a pro-wrestler, I just write the story as I think it up. In other words I haven't decided yet what to do with Mike, but he is one of the three sons spoken about in the Summary. Any guesses to whom the third one is?

**daveykins:** Maybe…

**Anonymous:** Thank you! But… who are you? I mean seriously, who are you? This is going to bug me now. Oh, feel free to check out my other fics, you can get a list of them by clicking on my name at the top of the page up there.

**Author's Note:** **I'd like to thank you all for your reviews and support!** Seriously, it is cool that the second chapter got four reviews where as the first chapter only got one. That's great! I want you to all review this chapter as well. I mean it, if you don't, I might cry. Well okay, no, I won't cry, but I'll be very, very disappointed!

**Chapter 3: Talks, Confrontations, and Ideas**

Ben and his father just looked at each other from across the table for several minutes. MJ had gone shopping across the street so that they could 'talk' about something. Exactly what Ben wasn't sure, he was just amazed that his father had actually been able to sit through a meal in a public restaurant without leaving him and his mother there to finish the meal by themselves like he had done so many, many times before.

"So…" Peter began.

"So…" Ben responded. "You said you wanted to talk to me?"

"Yeah…" Peter answered somewhat hesitantly, as if he knew what to say, but not sure of how to say it.

"So say it." Ben said as he sat back in the chair.

"Well it's not really that easy." Peter started.

"Let me save you the trouble. You're going through all this because you want to tell me that you and mom are getting a divorce, you're leaving her for whatever itch you've been slipping away to for the past few years, and you just want to let me know that it's not my fault." Ben said all of it with a straight face; he was absolutely one hundred percent serious.

"What?" Peter asked not exactly expecting that kind of remark.

"Oh come on. I know you've been cheating on mom. You leave so often and don't come back till God knows when, early morning I guess, and you're completely un-contactable during the day most times. Your work says you're in your office, you're voicemail picks up, it's your son screaming into your answering machine that you promised to pick him up, but you don't pick it up because you're not there, and he has to spend the afternoon in a taxi that he doesn't have the money to pay for so he has to hope and pray that his mother is home." Ben snapped. "So come on, just say it. You're leaving."

"I'm not going anywhere." Peter said still slightly in shock from the accusations that his son was making. "I have never, cheated on your mother and I never will, I've never loved anyone else in my entire life, and I-." He was cut off by the sound of sirens wailing as a fire truck, an ambulance, and several police cars sped past the pizza restaurant going at high speeds, headed towards some sort of emergency. It had to be that moment. He couldn't leave now! His son would hate him if he did. Not like he didn't already hate him, but still, it would only make things worse, but… "I have to go." Peter said standing up. "I'll be right back, don't go anywhere, I just have to go do something real quick."

Ben scoffed. "Of course, go ahead, run off. I'll see you tomorrow morning when you come in."

"Ben I- we'll talk when I get back." Peter said as he rushed off.

Well just as Ben predicted, Peter didn't come back in a few minutes. In fact it was over an hour later when Peter made it back to the restaurant, only to find his son gone, and the waiter with a message saying 'Knew you wouldn't be coming back soon, went to find mom, we'll be at home if you feel like spending time with your family – Ben.' Peter winced as he read it. Why was his son being so rebellious? Was this a teenage thing? Teenage rebellion? What?

**VVVV**

Well, the note didn't exactly tell the truth. MJ and Ben had gone back home, but Ben wasn't there, he decided to go over to Mike's to work on their science report. In fact that's where he was now, in Mike's basement laboratory. "You really think that this is going to get us a good grade? I mean it's not like it's our own original work or anything." Ben said looking over to Mike.

Mike sighed. "It's not a science project, it's a report. A report on a scientific development that impacted someone's life, if not everyone's, now most people will do this report on something like, radio, television, cars, computers, but who else has an unlimited resource of information on my dad's mechanical arms? They impacted his life in a big way, and if nothing had gone wrong they could have impacted the world in a big positive way. We're doing our report on how the could have affected civilization had my father had the right vision for them. Imagine them mass produced, with almost every adult in the world with four extra arms, that don't get tired or hurt, think of how much easier life would be."

"Okay, okay, I get it." Ben said with a sigh.

"Something wrong?" Mike asked as he sat down at his desk. "You've been kind of… off, all night."

"Well, I don't know. It's my dad. I just can't figure it out. He says that he doesn't cheat on my mom, my mom says that he doesn't cheat, but then what the heck does he do all those times that he vanishes off the face of the earth?" Ben asked the question rhetorically, not really expecting Mike to answer.

"Maybe he leads a double life, one as mild mannered teacher Peter Parker, the other as… as… something." Mike said with a shrug. "I don't know, maybe you should just come out and ask him."

"Maybe I will." Ben mused as he went to pick up and examine a test tube that was resting on the desk.

"Well you said that he wanted to talk right? Next time he tries to talk to you, just come out and ask him, instead of snapping at him and accusing him of things." Mike offered with a shrug.

"Maybe I was a little harsh in the restaurant, but I'm tired of it." Ben said as he set the test tube down. "I think I will though, I'll ask him, just come right out and ask him, next time he tries to talk to me."

Mike's mom yelling down from the top of the basement stairs suddenly interrupted them. "You boys want something to drink? Why don't you take a break and come up here?" She offered. "Watch some T.V. Eat some cookies, drink some soda, or milk, or I have hot chocolate. But you two have been at it for hours."

"Okay mom!" Mike yelled up the stairs. "We'll be right up!"

"Okay!" His mom answered and left the doorway.

"That must be cool." Ben said. "Having a mom like that, my parents are never really even home."

"Yeah, it's cool, but with my dad and all it's a little hard. Not many people willing to trust someone with the last name of Octavius, and my dad really is different, I mean sure he did some bad things, but he admitted to them, gave himself up, and is serving his term. He acted responsibly, although not in time to keep him from the consequences." Mike said with a shrug. "You up for some cookies?"

"What kind?" Ben asked.

"I think Chocolate chip, that's the kind my mom makes the most." Mike said with a smile.

**Parker Residence**

"No tiger he's not here." MJ said talking into the phone. "He went over to Mike's house." She paused as Peter on the other end of the line talked. "Well I know the talk didn't go well, or even really happen, but Pete you've got to tell him, we just can't go on keeping this from him, he's beginning to hate you for it, you can see that." She paused again. "Okay, I'll see you when you get here." She paused and smiled. "I love you too." She said before hanging up the phone.

It wasn't on the hook for three seconds before it began ringing again. "Who the?" MJ asked as she picked up the phone again.

"Hello?" She paused. "Oh, no, sorry Felicity, but he's not here, he went over to Mike's house." She paused again. "Yes he's feeling better. Much better I think." She paused yet again. "Well tomorrow's Saturday, so no, I don't think he'll be in school tomorrow." MJ said with a slight laugh. "It's okay. Yes, he'll be in school on Monday. But if you want you can see him before then. I wanted to throw him a bit of a surprise party." MJ paused. "Yeah for his birthday. It's this coming Tuesday, but I figured we'd have the party on the weekend."

"Consider this your invitation." MJ said with a smile. "Yeah, Mike will be here, and anyone you can think to invite. Honestly I can't really think of anyone that Ben knows and hangs out with other than you, Mike, and Normie." She said with a laugh. "Yeah, okay, Sunday afternoon, about… three. We'll have pizza and cake and ice cream." She paused again. "Okay, I'll tell him you called. Bye." She hung up the phone.

"Hmm…" She said looking around her house a bit. "Maybe I'll just go to bed early."

**Somewhere in New York City**

"Oh come on! We weren't really gonna take her purse!"

"Yeah we were just goofing around!"

"I think all the blood is rushing to my head."

"Don't we get a phone call?"

Four different thugs were hung from the street light on 9th street by silver strands of webbing. Spider-Man had just stopped them from taking a young woman's purse at knifepoint. Not the most challenging fight he'd ever been in. Okay, so it ranked a 2 out of ten, but it was enough to help him relax.

Things were going so wrong in his life, which didn't seem to be any different than normal. His son now hated him. That was new. Wasn't his son the little guy that couldn't wait for daddy to come home so that they could play together and little Benny could tell daddy all about his first day at preschool? When did little Benny become smart mouth, hostile, almost grown up, teenage, Ben? When did that happen?

It was like he'd missed it, like he went to the bathroom during the movie and missed the most important plot point in the entire thing, and had no idea what was going on in the rest of the movie. Where did that example come from? He shook his head as he leapt off the roof of a building and started swinging his way home. That's what he needed now, he need to be home.

**Octavius House**

"Oh come on."

"It's a cool show."

"No it isn't."

"Yes it is."

"It's an X-Men rip off. Mutant X is nowhere near anyone's description of a 'good show'."

"It is in my book."

"Come on Mike, you are so weird sometimes." Ben laughed.

Mike laughed. "All right. All right. Well what do you want to watch?"

"I don't know, flip for a bit." Ben said as he took a handful of cookies.

Mike began flipping channels, cutting them off and such, one of them screamed out. "You could win 10,000 dollars just by-!"

"Wait, wait, go back!" Ben said nodding to the TV.

"That's right, you could win 10,000 for a ten minute cage match with the incredible Beorn!" The announcer shouted. "Just come to-."

"Oh come on amateur wrestling is so… stupid." Mike said in protest.

"Hey, ten thousand bucks is ten thousand bucks." Ben defended.

"Forget it, there's no way you'd last ten minutes, and besides, you're a minor, I can't even believe you're imagining it." Mike said with the shake of his head.

"What if I wore a mask?"

"Then maybe they'd let you in, if you were to use your dad's personal information, but there's no way that you'd last ten minutes. You'd be beat to a pulp!" Mike said seriously. "And if you weren't your mother would beat you to a pulp for risking your neck!"

"But think about what we could do with ten thousand dollars!" Ben exclaimed.

"Come on Ben, use your head, I can't believe you're even thinking about this." Mike said disappointed.

"I can't believe you're not thinking about it. Think about, we could have any girl in school we wanted. You could impress whatever girl you wanted."

"The girl I want is interested in someone else." Mike muttered under his breath.

"What was that mike?" Ben asked turning to see him.

"Nothing, just forget it, forget wrestling, you're just being stupid." Mike said shaking his head.

"Okay, okay." Ben said with a sigh. But maybe these new powers of his could help him out in the match. He'd have to test them first, see exactly what it was he could do. He'd do that tomorrow, go somewhere remote, try stuff out, and see what he could do, or couldn't do. But so far he knew he could shoot strands and globs of sticky stuff, he might have enhanced strength, after all he did get built over night, and he could stick to things, or make things stick to him, he wasn't sure yet, that might take some experimenting.

**END**

**Author's Note: REVIEW!!!!! REVIEW!!!! Please?**


	4. Revelations in the Family

**Gab the Panther: **Well most of the people that write the stories about the spawn of the Spider are female, so they chose daughters, I myself am male, and not being able to fully comprehend the complex infrastructure that is the female mind, I stick to what I know, and gave them sons. However, I think we should just be happy that there are so many female fans of Spider-man, without them, it'd be boring.

**The Trickster:** Who ever said that Ben was going to follow in his dad's footsteps? I never did… Oh, and Mike…. Well… you'll just have to read and find out.

**Agent Silver:** Peter's not going to die like Uncle Ben, but someone else might… As for the good doctor he will make an appearance in his own good time, but not until a little bit later.

**Morph:** Well I think I have an idea as to what to do with Mike, but I don't think I'll say anything for sure just yet.

**Rachel:** Hmm… finish it…. There's an idea. Thank you for the compliment! And the review!

**Author's Note:** Sorry that this one took so long to get up, I ran into a little bit of writer's block… well reversed, more like a little bit of writer's overdrive, and I couldn't make up my mind what to do in this chapter, that is of course, until now. Enjoy. And remember, if you read it, it's polite to review it. FLAMES WELCOME!

**Chapter 4: Revelations in the Family**

Norman 'Normie' Osborn sat deep in thought in his penthouse living room. This was one of the rare opportunities he took when he wasn't working, one of his rare chances to relax his body a bit, and just sit back and think about things. Most often his mind turned to work again, and he soon returned to it, but this time it was different, Ben's birthday party was the next day, the surprise party, and Norman was stumped on what to get him, he was thinking about that, but evidently, his mind had other ideas.

"Norman, Norman, Norman." A voice said sympathetically, sounding as if it was behind him.

Literally jumping out of his seat Norman whirled around, his gelled back red hair not even moving as he did so. "Who's there?"

"I am." The voice said again from behind him. "You let them degrade you with that ridiculous nick name, you eat at their table, you share their food, you help them pay their bills, and for what?" The voice was now speaking very quick, and very angrily, and Norman was beginning to think he was crazy. Yet, at the same time, he was drawn to it.

"Who… who are you? What are you talking about?" Norman asked cautiously.

"I'm talking about the Parkers!" The voice yelled. "You're a traitor to your father, a traitor to your grandfather, and worse, a friend to the Parkers! You look at their son like he's a little brother, you look at Peter like an Uncle, and Mary Jane as an Aunt, or worse, a mother."

"Who are you?" Norman asked, now returning the yelling.

"I am your family! I am your hope! I am your dream! I am your nightmare! I am your Grandfather!" The voice was now joined by the reflection of a man, at least twenty years older than Normie, in the mirror hanging on the wall behind him.

Norman whirled around to face it. "What the hell do you want?" Norman yelled to the mirror.

"I want vengeance! You're father was too weak, but you, my blood runs through your veins, you will be able to defeat Parker, you will avenge me!" The man in the mirror screamed.

"No! The Parkers are my friends, they're like family to me, and they haven't done anything to hurt me!" Norman yelled at the mirror.

"They killed your father." The man, 'Norman' spoke in soothing tones now. "And they killed me. They twisted the facts, they fed you lies, they pretended to be your friends, but they never were. They never were!" Norman yelled again.

"They… They what?" Normie asked looking at the mirror as he sat down, more like fell down, into the chair behind him.

"You heard me, it was Peter, he killed me, and your father! Avenge us!" Norman yelled.

"I don't know how!" Normie yelled, not knowing what to do or say.

"Listen carefully…" The voice started, speaking again in soothing tones.

**Warehouse 64**

"Tell me again what we're doing here?" Mike asked as he and Ben walked into the old warehouse, now abandoned.

"I wanted to show you something." Ben said with a slight smile on his face as he turned on the lights. "You remember the other day, when I broke Thompson's hand?"

"Yeah, and you threw up and went to the hospital, of course I remember, it was just the other day man." Mike said as they walked towards the center of the empty warehouse.

"Well I don't know what happened, but watch." Ben said with a smirk.

Mike just shrugged, sat down, and looked up to him. "Okay, I'm watching."

"Funny." Ben said with a roll of his eyes as he readied himself. "Okay… Here goes." Suddenly Ben squatted down and leapt up into the air, and not just a normal jump either, he was a good twenty to thirty feet in the air when a strand of stuff came out his wrist and attached itself to the ceiling, giving it a good yank catapulted him onto the ceiling, which he stuck to, crawled to the side of, and down the wall. Then leaping off the wall, back to where he had been with a few aerobatic stunts through the air as he went.

Mike stared at him, not saying anything, not sure to trust his own voice, not sure how to react even.

"I know what it looks like, maybe I'm a mutant, maybe I somehow got these powers from somewhere else, I don't know, but dude, look! Look at what I did! Isn't that cool? This is our ticket to big bucks! We don't have to worry about anything anymore! Thompson bothers us at school, I can kick the crap out of him, girls will adore us, guys will be jealous of us! Of us! It's our dream!" Ben shouted, obviously happy with his newfound abilities.

"Dude, those powers can't be mutant." Mike said standing up. "I've researched it, a mutation doesn't just give you myriads of abilities, it's a genetic alteration that usually changes one or two things, and this… this is more than that."

"Who cares?" Ben said leaping over Mike to the wall again.

"These powers are a gift man, use them responsibly!" Mike said coming over to the wall.

"I will!" Ben said as he crawled up the wall.

"No, right now you're head is just full of dreams, images of glamour, money, girls, and even power. I mean you have to use these to do some good in the world, help others, those without powers." Mike said, pleading his cause.

"Dude, these powers are a gift, to us! Me, and I'm sharing them with you! You and me, best friends, we can rule the school! We'll be the most popular guys in the whole class, nobody will mess with us, and think of all the money I could make with these powers!" Ben said leaping down to the floor again.

"How will you make money? Use your abilities to sneak into a bank vault? A jewelry store? Steal from honest hard working people? People that you should be using your powers to help might I add." Mike said, still trying to get his point across, but failing.

"Maybe. I don't see what it would hurt, the banks get their money from the government anyway, the government just pays them back, and they're insured. And besides, I didn't ask for these powers, no one says that I have to use them to help those who can't help themselves." Ben argued.

"Are you serious?" Mike asked raising a brow, and now raising his voice. "You would rob a bank? Do you hear yourself?"

"I didn't say that I was going to rob a bank." Ben argued. "I just want to use these powers to benefit us, me, you, nobody has to trample over us anymore."

"And instead of people trampling over us, we trample over them?" Mike asked somewhat sarcastically.

"I didn't mean it like that." Ben said, now getting a little angry.

"Look at Spider-Man, all he does to help people, look at my father, they both had a choice to make when they got their abilities, my father made the wrong one! Ask him! Talk to him! He'll tell you himself, he made the wrong choice, and now he's paying for it!" Mike was now yelling, even though he didn't really want to.

"Dude, Spider-Man…" Ben stopped, his mind beginning to race on something.

"What?" Mike asked raising a brow.

"Nothing, nothing, you're right, and I promise, I'll use these powers responsibly, maybe I'll go join the X-Men or Fantastic Seven or something, but right now, I have to go, I'm going to make some money." Ben said with a smirk.

"You're seriously not going to try that amateur wrestling thing, are you?" Mike asked with a roll of his eyes.

"Why not? You want to come? I figure I go there, do that, my Mom picks me up at the library, I go on a date with Felicity, and all is right in the world." Ben said with a smile.

"Unless of course you lose your wrestling match, or you get your butt beat." Mike said with a smile.

"Not going to happen man, now that I've got these powers. I'm unstoppable." Ben said with a smile as he shut off the lights and they began to leave.

"That's what I'm afraid of." Mike muttered under his breath.

"What?" Ben asked as he opened the door.

"Nothing." Mike said shaking his head. "Absolutely nothing."

**MEANWHILE**

Peter and MJ were sitting at home, watching TV together; today was one of the few Saturday mornings that Peter hadn't gone out. Peter was still hoping to talk with Ben, but Rosie had said that he and Mike had gone for a bike ride earlier that morning, his only real hope was to pick him up at the library, instead of MJ, so that he could talk to him before his date with Felicity. "Ben has a date?" Peter thought out-loud. "I never had a date when I was his age."

MJ smiled. "Ben isn't you Peter, he's… less of a geek than you were." She said with a smile as she left a kiss on his cheek.

"I wasn't a geek." Peter defended, obviously a little reluctant to be reminded.

MJ laughed as she changed the channel. "Peter, you will always be a geek, but you're a geek with a beautiful supermodel wife, so be a happy geek would you?"

"Yes dear." Peter said with a smile.

"I don't think I'm ever going to get tired of hearing that." MJ said returning his smile.

"What time should I go and pick up Ben?" Peter asked changing the subject of conversation.

"He told me to pick him up at the library around four thirty, so I guess that's when you'll pick him up. Do you want me to come?" MJ asked resting her hand on his.

"No, this is something between father and son." Peter answered. "It'll be better if it's just me and him."

"Well be prepared, cause you know he'll be a little reluctant about it all." MJ said with a little bit of warning in her voice.

"I know." Peter nodded. "But I don't care, I'm just going to go through with it, tell him, and explain everything."

"Good, now maybe we can get back to a normal life, without the hostility between you two." MJ said with a smile.

"Well, as normal as our life has ever been." Peter said with a shrug.

**MEANWHILE**

"It worked, I'm signed up!" Ben said as he came towards Mike in a dark hallway near the arena's doorway. He was wearing a black leather jacket, dark blue jeans, almost black, no shirt, and a blackish blue mask with two holes for the eyes.

"You look so stupid in that costume, and when did you get washboard abs anyway?" Mike asked as he looked towards the arena.

"Same day I got the powers." Ben said with a shrug. "I woke up with them. And don't worry about the costume, after I get some money I'll get a better one."

"Uh huh. I'm still against this you know." Mike said turning back to look at Ben. "I mean you're my friend and all, but don't you think you should tell your parents about your abilities?"

"No way, and you won't either, you can't tell anybody, and you know that right?" Ben asked a hint of concern in his voice.

"Don't worry, I won't tell a soul, I owe you that much at least, but don't do anything stupid, remember you promised me you'd act responsibly." Mike said almost sternly.

"I know, I know, don't worry dude, everything will be fine." Ben said with a nod.

"So when are you up?" Mike asked looking back to the arena, and the fight going on.

"In about ten minutes." Ben said with a nod. "I can't wait. What would you spend the money on?"

"College." Mike answered honestly as he looked back to Ben with a smile. "But knowing you, you'll spend it on something big and flashy to impress Felicity."

"Maybe. Then again I might surprise you. Maybe I'll spend it on a gift for her, maybe I'll use it for myself, maybe I'll get you something." Ben said with a smile.

"Or better yet, maybe you could donate it to a charity or hospital and do some good with it." Mike said, seriously, though he knew that Ben in his current state of mind, filled with images of stardom and glory for himself wouldn't hear any of it.

"Hmm." Ben said thoughtfully.

**Author's Note: Sorry this chapter is a little short, the match, the talk, and surprises are coming in the next chapter. Hope you liked this one. Please read and REVIEW! FLAMES WELCOMED!**


	5. Matches, Talks, and Battles

**Author's Note: I apologize for having to put this story on hold. Unfortunately it was kind of necessary. However, I am now picking it back up again for a little while, and working on it more. Please be sure to review if you read this chapter and let me know what you think, and now, to respond to some of your reviews from the last chapter.**

**Agent Silver: **wow, you are enthusiastic aren't you? Sorry this one took so long. I hope you're still reading.

**Morph:** If you've got a thing for the Green Goblin I'm sure you'll like this story. He'll be playing a major part in the next few chapters. And thanks for the compliment on Mike, and don't worry, I can honestly say he won't be getting metallic arms.

**Krussk: **Thanks for reading, and thanks double for the advice. I'll try not to make it seem too unrealistic.

Chapter 5: Matches, Talks, and Battles 

"And now the moment you've all been waiting for. The Incredible Beorn goes up against amateurs in ten-minute cage matches. The one to defeat him wins 10,000 dollars!" The announcer paused as the live crowd roared in response. "And first up we have a younger contestant, a fan of masks, a man by the name of… Ricochet!"

Mike hung his head. "He had to use one of those stupid comic book names." He muttered from the back stage exit where he was watching.

Ben got up into the ring as the bars came down and were locked tight by the stage attendants. For the next ten minutes he was stuck here with this fellow, a very large fellow. He gulped beneath his mask as he looked at this guy; he was at least six and a half feet tall. And unlike some wrestlers not an ounce of him was fat, but he was all muscle. Maybe this was more than he bargained for.

With a glance back to Mike the bell rung and Beorn rushed at him. "Oh Crap!" Ben panicked. This wasn't exactly what he had expected. Quite suddenly Beorn's fist met with his face, and knocked him hard against the bars. The crowd cheered.

Slowly he got up and shook it off that was definitely going to leave a mark, possibly a black eye. Beorn charged again but this time something snapped Ben out of it, a slight odd sensation, almost like he had felt the day before. Time seemed to slow almost, and he took advantage of it. He ran towards him and slid under him, taking Beorn's legs out from under him as he came up behind him. Sending the large man face flat onto the mat.

The crowd booed. "Oh come on!" Ben yelled at them, and waved his arms as Beorn got up slowly behind him. He was trying to get the crowd to cheer and it seemed to be working, but wait a second, they weren't cheering for him. That odd sensation came again and suddenly he flipped backwards, placing his hands on Beorn's shoulders as he did so. He landed on his feet and launched Beorn against the bars in the opposite direction that he had been running. The direction that Ben's back had been facing just moments before.

"When did he learn how to do that?" Mike asked himself. He couldn't believe what he was seeing. He couldn't believe that Ben was being this stupid.

Beorn got up slowly and shook it off. "You're dead." He muttered as he spit onto the floor. An attendant handed a chair through the bars into his waiting hands, and he came at Ben again.

Again Ben leapt up into the air, but this time Beorn had a surprise for him, his other fist came at him from behind, caught him, and slammed him against the mat. Again that buzzing feeling hit him, but not in time, Beorn's counter still had him on the ground. Raising the chair above his head Beorn struck it against the mat trying to hit Ben, but he rolled out of the way just in time.

He rolled to one side, and then the other, and then rolled back a bit onto his hands, and launched forward, feet first, into Beorn's face, knocking him down and landing Ben on his feet. "Whoa." Ben said shaking his head as in disbelief.

"Yeah!" Mike found himself cheering for Ben. He didn't quite understand it, every fiber of his being was against Mike's participation in this it was wrong, but he still couldn't help but feel good when Ben seemed to win.

Beorn however didn't get up again; blood came from the front of his face, his nose to be particular. The bell rung and the cage walls lifted. Medics came onto the stage to help Beorn off, and the ref held up Ben's hand. He had won the match in six minutes and some odd seconds.

"You did it." Mike said shaking his head as Ben came back stage. "I don't know how, but you actually managed to do it." He said with a smile.

Ben smiled under his mask and took it off. "Thanks." Ben said with a nod as he shook his head a bit and stashed the mask in his pocket.

"Whoa." Mike said looking at Ben. "He gave you a nice shiner with that first hit. You're going to have to keep that mask on if you don't want your parents finding out."

"I'll think of something to tell them." Ben said with a nod. "Don't worry. Now where do we go to collect the money?"

"Better put your mask back on if you want them to pay you." Mike said as they headed towards the backstage office.

Ben paused at the door, slid the mask back on, and opened it, walking in.

"Congrats man, you're one of the best fighters I've seen in here in a long time." An elderly man said from behind a desk. "Would you like cash or check?"

"Can I get cash?" Ben asked glancing to Mike behind him.

"Sure. You and your son can go somewhere and spend it right now if you want." The man said with a nod. He obviously thought that Mike was Ben's son, but for what reason Ben didn't know.

"Sounds good." Ben said as he came a little forward.

The man counted out the money and set it on the table in a bag for him. "You know, if you're interested, you could take a contract, and get twice this much in a week." The man said looking up at Ben.

"That's okay, we're not interested." Mike said cutting in.

Ben turned and glared at him for a second before turning back to the man. "I'll get back to you. I'll have to check with the Misses after all."

"Sure, sure, just don't wait too long." The man said with a nod.

"Sure thing." Ben said as he took the bag and left, leading Mike with his arm out of the office. Once they were in the elevator Ben took off his mask, took off his jacket, put his shirt back on, and put his jacket on again. "What the hell did you tell him we weren't interested for?" Ben asked angrily.

"You can't be serious. You've got a huge shiner there, you're not going to be able to hide your wrestling career from your parents." Mike said shaking his head. "And besides that, it's wrong. Morally wrong. It's not a fair fight, you've got abilities that put you over the top."

Ben was silent for a second. "Yeah…" He paused. "You're kinda right I guess. But I mean come on! Twenty grand a week?"

"Don't get greedy. You've got ten grand there, enjoy it." Mike argued.

"Fine." Ben said as they left the building. "I guess you're right."

"Do you see your moms car anywhere?" Mike asked scanning the curb. "You've still got time for your date if you hurry."

"Yeah, there it is." Ben said pointing before he and Mike made it to the car. Both of them got in the back seat. "Hey mom."

"Sorry kid, it's me." Peter said looking back into the backseat. "Felicity called, she can't go to the movies today, so after we take Mike home you and I are going to have that talk, alright?"

Ben made a face but Mike leaned over. "Remember what you said last night? Just ask him, don't quip, don't argue, don't fight, just ask him." He whispered.

Ben's faced lightened a bit. "Fine." He said to his dad. "I guess I'll see you Monday Mike." He said looking over to Mike.

Mike nodded. "Yeah, sure, walk to school and head to the Bugle?"

"Sounds like a plan." Ben said with a smile.

The car ride to Mike's house didn't last that long and eventually Mike left the car and Ben braced himself for the inevitable. But his father didn't speak; his dad just drove the car. "Hey, this isn't the way home."

"No, we're going somewhere special to talk." Peter said with a smile. "Don't worry, you'll like it."

"Doubt it." Ben quipped. He didn't mean to, but he had already started. He couldn't control it even if he wanted to.

"Trust me." Peter said as he drove.

"Fine." Ben said again.

Eventually the car pulled up to the side, they were at Central Park. "Care to join me for a walk?" Peter asked politely as he got out of the car.

"Guess I don't have a choice." Ben said as he got out of the car.

After roughly a minute of silently walking Peter spoke again. "Ben, I don't know if you know all of this, so I'm going to tell you some things that you might not want to hear, and some things that you might find impossible to believe." He started.

Ben didn't say anything in response. He just nodded. Apparently his father wanted a response. "Uh huh." He said finally.

"When I was really little my parents died in a plane crash, you know that, my Aunt May and Uncle Ben, your namesake, took me in, you know that too. Right before I graduated Highschool, my Uncle Ben died; he was murdered outside the public library. Do you know why he died?"

"You just said he was murdered. Mom told me it was a carjacking." Ben answered.

"Well it was, but the real reason he died is that I lied to him, I didn't take up my responsibility to him and others. I had recently been given this gift, but I used it the wrong way. I used it to try and make some money. And because I lied, and because I failed in my responsibilities, someone I loved died." Peter explained. "All my life I have lived up to my responsibility to others, to everyone, but you. I haven't been a very good father, I haven't even been a very good Uncle, but I've never even told you what I have been all these years." He paused.

"And that would be?" Ben asked.

"When I was eighteen, just before I graduated Highschool, I was bitten on the hand by a genetically altered spider. That spider gave me abilities far beyond the realm of my imagination. I could leap like a spider, crawl walls like a spider, I could even shoot webbing like a spider." Peter spoke quickly. "And so Uncle Ben told me, that with great power, comes great responsibility. But I ignored him, and I paid for it. At his death I decided to fulfill my responsibilities, and I became Spider-Man." He looked to Ben.

Ben had a look that Peter didn't expect. Peter had expected to be mocked, treated like a crazy person, but Ben wasn't doing any of that he was just standing there with a look of utter realization on his face. "Show me." He said in an almost whisper like voice. "Show me."

Peter glanced around, they were alone, and so he did what his son asked him. He leapt backwards in a flip and landed on the tree, sprawled so that he stuck to it. He climbed upside down along the branch and then dropped back where he was in front of Ben. "We didn't tell you sooner because I didn't want to risk you telling anyone else, but we decided that with everything that's been happening lately, it was time for you to know, and that you were old enough to handle it without running around and telling everyone."

Ben's eyes were tearing almost as he looked up. "We?"

"You're mother and I." Peter answered.

"You and Mom have been lying to me for sixteen years?" Ben almost yelled. "All these years you haven't been able to catch a cab, or make it to my game, it's not because you're too busy, or out there playing it up, you're just swinging around the city in your underwear helping people?"

"Well…" Peter paused nervously. "Yes."

"That would explain it." Ben muttered.

"What?" Peter asked.

"Nothing." Ben answered. "It just makes sense is all."

"Well, I'm sorry we didn't tell you sooner, but you can see why I wasn't honest with you from the beginning." Peter answered.

"Yeah, I wouldn't want one of those, 'My dad is cooler than your dad' arguments to turn ugly on you." Ben quipped. "I guess I sort of knew something was up, but I mean… Spider-Man? I guess that explains legs."

"What?" Peter asked slightly confused.

"Legs, remember? My pet spider? You bought him for me for Christmas last year… Ringing any bells?" Ben asked.

"Oh." Peter smiled. "That was actually your mother's idea. I've been working up the courage to tell you since then." He said as they began walking again.

"Who else knows?" Ben asked looking over to his father.

"Not too many people." Peter said shaking his head. "Norman's father knew, but he died, a few of the X-Men still know, the Fantastic Four knew the original ones, You're mother of course, and Mr. Octavius."

"Mike's dad knows?" Ben asked. "Does Mike?"

"His dad does, but Mike doesn't, neither does Rosie." Peter answered honestly. "Otto promised he wouldn't tell them."

Ben shrugged. "This is nuts." Ben said shaking his head.

"I know it doesn't all make sense, I know its all kind of hard to believe, but it's all true." Peter said with a nod.

"I know it is, but being true makes it even harder to take." Ben said shaking his head. "I mean you guys lied to me for sixteen years. You had a good reason, but you lied to me. Do you even have a real job?"

"Yes." Peter said. "I'm a secret agent with the CIA." He laughed. "No, I'm a forensic scientist with the NYPD, just like you've always known."

"Well at least my existence isn't a total lie." Ben said shaking his head.

"Come on Benny, let's go home." Peter said as he and Ben came up to the car.

"Dad?" Ben said looking over to his father.

"Yeah?" Peter asked looking at him for a touching moment.

"Don't ever call me Benny." Ben said shaking his head.

Peter laughed as the two got into the car.

The drive home was as quiet as the drive there, and it didn't seem to take too long to be surprised. But when they got home both faces were filled with horror. Police lights came flashing from the cars parked on their front lawn, and an ambulance stood parked out front with a gurney. Blood was all over the street and the front of the house, and whoever or whatever was on the gurney was covered with a sheet.

"Mom…" Ben whispered.

Peter rushed from the car as soon as he parked it. "What's going on?" He screamed at an officer.

"Peter, you live here?" A policeman who recognized him asked.

"What's going on?" He asked again almost desperately.

"Well I'm afraid we don't quite know." The officer said shaking his head. "The inside apparently suffered an explosion, but the victim was dragged out here before she was killed. Quite violently according to witnesses."

"M.J." Peter whispered.

"I'm sorry Parker, but some sick and twisted copycat killed her outright." The officer said shaking his head as Parker hung his.

"Copycat?" Ben asked, now standing next to his father, tears in his eyes.

"The murderer is apparently copying the acts of a 'Green Goblin' that was around roughly twenty years ago, attacked this very same house." The officer answered. "According to witnesses he flew in on a glider, dragged Miss Parker outside, killed her, and then threw a bomb into the house."

"My God…" Ben said closing his eyes, he was trying not to cry, but his father already was. "When?"

"Not half an hour ago." The officer answered. It had been while Ben and Peter were in the Park. Peter turned to see his father but his father wasn't there.

His mother was dead, and his father was gone. What was he now? Gone out swinging? That was the final straw. Something snapped. Ben screamed and ran off down the street, pulling on the ski mask as he went. Suddenly he did what his father had done for years. Within a few minutes he was web swinging through the city, with no idea of what to do, or where he was going.

**END**

**Author's Note: REVIEW!**


	6. Mistaken Identities

**Morph: **Thanks so much for the encouragement andkind words. I'm glad that somebody is still reading this story. Hopefully I'll get more readers for it as time goes on.

**Pissed off:** Sorry, but it sort of had to happen. You'll see why in a little bit. By the way, are you a new reader or someone else and you just didn't feel like giving a signed review? Anyway, I hope you continue to read, even if you don't like what I did to M.J.

**Author's Note: Today marks a joyous occasion. I received my first flame! W00T! Thank you Pissed off for making my dreams come true. All this time I've said 'Flames Welcomed' and they still are.**

**Chapter 6:** **Mistaken Identities**

Crouched atop the Chrysler building stooped a lone and confused boy. At first he had tried to find his father, but that had failed, and he was still new to this whole 'web swing' thing. So he found a high spot, because for some reason he had this yearning for heights and high up places, and rested for a bit.

A copycat, a green goblin, the policeman said. What sense did that make? Did whoever it was know that his father was Spider-Man? Is that why they had killed his mother? The rage built inside of him. But he was surprised at who he was angry at. He wasn't angry with himself, or with the killer even, he was angry with his father.

The man who had hidden everything from him, the man who had lied to him for sixteen years, the man who was ultimately responsible for the death of his mother. It was because his father had been Spider-Man that he hadn't been able to fulfill any of his promises. It was because of his secret that Ben's mother was now dead. It was because of his secret that a lot of people were dead.

What would he do now? Their home was mostly destroyed, and his father had just taken off in a grief stricken rage. He had just left Ben there. But Ben wasn't in the mood to be just left. The tears soaked through the ski mask that covered his face. Suddenly he got that weird feeling and spun around.

A green laser went past right where he had been. An armored man in green stood on a purple glider. "It's time to die said the Goblin to the Spider." The man said in a voice that just gave Ben the chills. But before Ben could say anything the man sent two small orange balls towards him.

Ben jumped up instinctively to avoid them and snagged a web on the glider, swinging beneath it and coming back up the other end. Without quite knowing what he was doing he gave the guy a good punch from behind.

The man took the punch seemingly unaffected, spun around and punched him right back, hard. It knocked him off the glider and took the wind right out of him. Who was this guy? Why was Ben fighting him? Wait… Said the Goblin to the Spider? He was the copycat! He was the guy that killed Ben's mother!

Without quite knowing why Ben shot a web line back up, but missed the glider. He was falling, and falling fast. What should he do? Wait, there was a flagpole, he shot webbing at it but missed. Finally he just decided to web onto the wall. He did, but it changed his direction and slammed him right into the wall instead of onto the ground.

"Ow." He said in a pained voice. He looked up but the Goblin guy was gone. He stuck to the wall and began his climb up. What was that? What should he do now? Questions filled his mind more rapidly than he could think of answers. He should go back home. Maybe his dad had a spare costume or something he could borrow.

No, why would he do that? He didn't want to go out swinging again, or did he? Did he want to be a super hero? Like his father? No, not like his father. He didn't want to waste his time helping others while ignoring those he claimed to love the most. But one thing was for sure; he had to track his father down.

That odd feeling came back to him again and he paused, only to get smashed against the wall and picked up from behind. The Goblin guy was back. Why did he keep getting that feeling just before something bad happened? Was that some sort of power? Just in case he made a mental note. Odd feeling means: move your butt.

"Who are you?" Ben asked, surprised that he had the courage.

"You don't remember me?" The goblin asked somewhat surprised, but then he gave a cackle. "I'm hurt Peter, I thought for sure you would remember your greatest foe!"

"You've got the wrong guy!" Ben shouted, but of course, he was ignored. Suddenly he was swung upwards and tossed into the air, only to be caught in the chest by one of those orange things that only tossed a set of metal cords around him. "What the?"

"A few things to improvise with." The goblin said snatching the cords.

Ben wriggled to try and get free, but it didn't seem to work. "What are these made of?" He asked, but the Goblin only laughed.

"Don't even try, not even the great Spider-Man can break those cords. You're pathetic. Almost as pathetic as that witch Mary Jane, but you… You will beg for mercy before all is done." The goblin sneered.

Something snapped. And it wasn't the cords. Ben was filled with rage from the moment the Goblin had said the words 'Mary Jane.' "You son of a-." His muscles flexed. "Argh!" He screamed as he busted out of the cords, ripping them apart as he did so. Maybe he was a tad stronger than his father. Or maybe the cords just weren't as strong as the Goblin thought they were.

But the goblin didn't have time to react. "You're going to pay!" Ben yelled as he landed on the glider, he ducked down and knocked the goblin's feet out from under him, knocking them both off the glider as it swooped up and landing them both on a rooftop of some skyscraper.

"How did you?" The goblin started but was cut off as Ben's fist met with his face, only to be followed by a whole flurry of fists. Each of them hit and knocked the Goblin back, bit by bit. Finally the Goblin took a swing of his own, but Ben leapt up and backwards in a grand flip that was at least three stories high.

In mid air he webbed the Goblin and tried to yank him up to where he was in the air, but instead the Goblin caught a hold of the web line and yanked him down. Ben was more than happy to oblige and his feet landed right in the Goblin's chest in a powerful kick that drove him back into the wall.

Ben flipped backwards and landed on his feet. "Who are you?" Ben screamed through the mask. "Why did you kill my mother?"

"Your mother?" The Goblin leapt to his feet. "So you're not the Spider I was looking for. You're the son of that wall crawling scum!" Suddenly the goblin leapt up and onto the glider and tried to fly off. "Later." He called with a cackle.

Ben tried to leap out after him but couldn't, and his web missed it's target. He swung back down and reached a rooftop where he hadn't been before. From it he leapt to another and then crawled down the wall into a dark alleyway where he took of the mask. "What was that?" He asked himself as he stuffed the mask into his pocket.

He didn't know what to do now. His house was probably empty, he still hadn't found his father, and though he wanted revenge on who ever that Goblin was something was unsettling about him. He spoke as if he knew Peter was Spider-Man. Obviously he knew where Ben lived.

He couldn't go back home. Not yet. He couldn't face it. But he was in the city, where could he go?

A few minutes later…

"Tap, tap, tap." The noise at the window completed until the window opened. "Ben? What are you doing here? It's the middle of the night." Felicity asked a bit startled to see a guy like Ben on her porch's roof knocking on her bedroom window.

"I'm sorry, but can I come in?" Ben asked cautiously.

"Um… Sure…" She said a little hesitantly. Glancing down she was only in her PJ pants a t-shirt. "Should I tell my mom you're here?"

"You can if you want to." Ben answered as he came in through the window. "I'm sorry, I didn't mean to come in the window but… I didn't know what else to do… I was in the city and I can't go home and…"

"Why can't you go home?" Felicity asked slightly concerned as she turned on her bedroom light.

"My dad… He's disappeared, I can't find him… and my mom…" His voice choked, he couldn't continue his sentence.

"What about your mom?" Felicity asked as she sat on her bed, Ben sitting next to her.

"She's…" There was no easy way to say this, he knew that, but he still couldn't bring himself to say it. "She's…"

"She's what?" Felicity asked, almost as if running out of patience.

"Dead." Ben answered and looked away, hanging his head a bit into his hands.

"Oh my…" She put her hand up to cover her mouth. "Are you sure?"

Ben just looked at her.

"Sorry." She said shaking her head. "How? When?"

"Earlier tonight." Ben answered. "Some maniac busted into our house and…" He couldn't continue, he actually broke down; his voice just wouldn't work.

"It's okay." Felicity tried her best to comfort him. Without knowing it he put his arm around her and held her close. She stroked his hair gently until he let her go and he just looked at her.

"I'm sorry about all this. I didn't mean to…" Ben started.

"It's okay. You can stay here tonight. I'll go let my mom know you're here, and what happened. I'll sleep downstairs." She said with a smile.

Ben just sat there as she left the room, coming back in a few moments with a cup of tea for him. "Here, drink this, it'll help you get some sleep." She said with a slight smile.

"Thanks." He said taking the cup.

To his surprise she kissed him on the cheek on then left, probably headed downstairs, but before she went. "You can sleep on my bed tonight. My mom is seeing about tracking down your dad."

"Thanks." Ben said with a smile. Though he knew that her mom had no chance what so ever of tracking his father down. Where was he?

Somewhere in New York City

Spider-Man sat stooped up the edge of a skyscraper. His mood was dark, and his mask was beginning to soak through because of tears. A copycat, who was the copycat? Was it Norman returned from the dead? Harry who hadn't been seen or heard from in fifteen years? Little Norman? Or was it someone completely unconnected from the Osborn family.

He wasn't world-famous because of his detective skills. But how hard could this be to figure out? His best bet was little Norman. It had to be. But he had already been by the Osborn mansion, as Peter, and the butler had said that Norman was retired for the night. Which meant he was in his room sleeping.

He knew it would crush the poor kid when he found out about M.J. She was like an Aunt to him. The whole Parker family was like family to little Norman. What happened to Ben? Peter couldn't believe that he had just run off like that. He should go back home. Ben was probably waiting for him on the front steps or something.

But he couldn't. He didn't want to. He couldn't handle seeing that house again. Not yet. So much pain had happened there. When his Aunt had died he bought the house because of its memories. But now it was the houses memories that kept him from it.

Eventually however he found himself swinging home, and eventually he found himself standing outside his own front door. Ben was nowhere to be seen. Where could he have run off? He had probably gone to Mike's. Peter would track him down later.

His hand lay on the door handle but even his spider-strength couldn't move him to open it. He just couldn't. Defeated he went to his car. He had left it unlocked. He sat in the driver's seat, but something caught his attention in the back.

Turning around he noticed a gray duffel bag sitting in the middle of the seat. Ben must have left it there earlier. He sighed and turned around. Starting up the car.

The drive was short. He walked up to the door and knocked before he rang the bell. It was the middle of the night, but with any luck they were already up.

"Hello?"

He recognized the voice of Miss Octavius as she opened the door. "Rosie, is Ben here?" He asked almost desperately.

"Why no." Rosie said almost hesitantly. "Should he be? I thought he and Michael were sleeping over at your house."

"Michael's not here? But I dropped him off here over three hours ago." Peter said with a hint of alarm.

"Maybe he came in while I was asleep and is in the basement. I'll check." She said before closing the door.

She came back a few minutes later. "Yes, Michael is here, but I'm afraid that Ben isn't." She said with a hint of sympathy in her voice. "Why what happened? Did he run away?"

"I'm not sure." Peter said shaking his head. "Thanks. I'll keep looking. Sorry to disturb you."

"That's okay Peter, come by anytime." She said with a smile as he left the porch and she closed the door.

"What did Mr. Parker want?" Mike asked as he came up from the basement.

"He was looking for Ben. Which is why I asked if he was here." Rosie said with a slight smile as she made her way to her chair.

"I guess their talk didn't go very well." Mike muttered shaking his head.

"What was that?" His mom asked, she hadn't quite heard him.

"Nothing." Mike said shaking his head again. "It's really late. I'm sorry I was working on a project for school and wasn't paying attention to the clock."

Rosie smiled. "Just like your father." She said with a smirk. "Well, it's not a school night so I can't be that upset with you. Did you get Ben his gift?"

"Yeah, he'll definitely be surprised at the party tomorrow." Mike said with a smile.

"What'd you get him?" Rosie asked curiously before she gave a yawn.

"It's a surprise." Mike said with a hint of excitement in his voice. "He'll like it though, I hope."

"Well that's good." Rosie said with a smile.

"Mom?" Mike asked as he stopped at the base of the stairs.

"Yes?" Rosie asked snapping a bit more awake.

"Can we go and visit dad on Monday?" Mike asked. "I want to ask him some stuff about our school project."

"Sure dear." She answered with a smile. "I'll see if Mary Jane can maybe give us a ride there and we can go after school."

"Thanks." Mike said with a smile before heading up the stairs to bed.

**END**

**Author's Note: REVIEW! Thanks.**


	7. The Funeral

1**Author's Note:** This story has been on hold for a long while, and I've wanted to do the next chapter for a long while, but I just didn't have the time. I'm so sorry to all you fans out there who have been waiting for this. Here it is.

**Dark672: **I think most of my readers disagree with you. I'm glad you agreed with my decision to kill off M.J. though of course this is a comic-book like story.

**ShadowGirlFawkes:** A father-son team up? Peter doesn't even know that his son has powers!

**Morph: **Well I had to wait so long for it I was a little excited.

**Dark Daimon:** I'm sorry if it appeared that I just dropped the story, but I honestly didn't mean to. Summer kind of had me hopping.

**GoldenSunGeek: **This is a slightly AU fic which I explained in the begining. Rosie was struck blind instead of killed, Doc Octavius did turn good at the end and turned himself in after he drowned the perpetual sun without killing himself.

**Super-hero Fan: **Sorry it took me so long to update.

**Chapter 7: The Funeral**

"Rise and shine." Felicity's voice entered Ben's dreams as light poured in through the bedroom windows.

Ben sat up in bed realizing he was still fully dressed. "What?" He asked looking around. Then he realized what room he was in really, and who was there, and why he was there. It all came flooding back.

"I'm sorry to wake you up, I should've just let you sleep..." Felicity said apologetically as she came and sat on the edge of the bed. "But would you like to have some lunch?"

"Lunch?" Ben asked slightly confused.

"It's two in the afternoon." Felicity said with a slight smile.

Ben smiled. "Sure... But then I think I have to go. Did your mom have any luck in tracking down my dad?"

Felicity frowned. "No... I'm sorry." She said putting her hand on his arm.

"It's okay. I didn't expect her to have any luck." Ben said shaking his head. "I'll track him down."

"If you need anything, anything at all, you know where to find me." Felicity said with a smile as the two made their way downstairs.

Felicity's mother had set out two plates for them, and two glasses of water, and some food, but had gone herself to work.

Ben sat down and stared at his plate for a while as Felicity began to eat. "Something wrong?" Felicity asked, a hint of concern in her voice.

"I'm sorry." Ben said shaking his head. "But... I'm just not hungry." He stood up. "I have to go find my father. Thank your mother for me. I might see you in school tomorrow, I might not..." He paused.

"It's okay." Felicity said standing up. "Do you want to go out the front door, or would you prefer to leave the way you came in?"

Ben smiled. "I'll use the front door." He said heading over to it. "Thanks for letting me crash here last night, I really didn't know what to do."

"Anytime Ben." Felicity responded with a nod as she opened up the door for him. "Just remember that you owe me a movie." She said with a smile as he left.

**Octavius Residence**

There was a rather loud knock at the door, and Mike was the first to open it. There stood Ben, not exactly to his surprise. "Hey man." Mike said letting him come in.

"Hey." Ben said rather vacantly as he came in.

"You okay?" Mike asked a little concerned.

"No." Ben answered.

Mike paused as the two went down to the basement, sitting in the beanbag chairs Mike had down there. "What happened? Your dad came by here last night? I'm assuming he found you?"

"No." Ben answered again.

"I guess your talk didn't go well?" Mike asked for clarification.

"It's so much more than that..." Ben said shaking his head.

"What?" Mike asked confused.

"Mike, you know who your father is, right?" Ben asked.

"What kind of a question is that? Everyone knows who my father is. Otto Octavius, a genius physicist who created something he couldn't exactly control, who committed crimes, and who is paying for them." Mike answered. "Why?"

"Because I don't know who my father is." Ben said shaking his head. "All this time I thought... I thought... And now..."

"You're not making any sense." Mike said shaking his head.

"She's dead!" Ben yelled. "My mom is dead! And my dad is responsible!"

Mike's face blanched. "Your dad killed your mom?"

"No." Ben said shaking his head. "My dad is..." He wanted to tell him, he wanted to tell Mike everything, he usually did tell Mike everything, but there was something that held him back. "What do you know about the Green Goblin?" He asked.

"Not much." Mike responded hesitantly. "He was Spider-man's first real foe, wore green armor, seemed to have enhanced strength and durability, and seemed to have quite an arsenal of weapons accessible on a purple air glider, a prototype of some kind."

"Green armor?" Ben asked.

"Yeah..." Mike answered. "Why?"

"Nothing." Ben lied, and he didn't know why. This wasn't like him. He shared everything with Mike, why not this? Why not...

"Your mother is dead?" Mike asked for clarification.

"Yeah..." Ben paused. "She was killed by a green goblin copycat, if not the real thing."

Mike's expression was one of definite surprise. "A copycat?"

"Yeah..." Ben said looking down. "Hey... um... how's the school project coming along?"

Mike could sense that Ben didn't want to talk about it, and that was okay, tragedy like that could affect anyone in a myriad of ways. "Have you spoken to your dad since last night?"

"No..." Ben paused. "After we got back from our talk we found out... He ran off... I ran off... I spent the night at Felicity's."

"Why didn't you just come here?" Mike asked.

Ben shrugged. "Because I wasn't thinking clearly."

"I see." Mike said with a nod. "Well your dad did come back last night, chances are he might be at your house."

"I guess I should go there and look for him, or go around the city again." Ben said standing up. "I'll come by later to work on the school science report."

"Okay. I was thinking maybe later on we could go up and actually visit my dad, I need to get a few questions answered." Mike said standing up to show him to the door.

"Sounds like a plan." Ben said with a nod, understandably not very enthusiastic at the moment.

**Parker Residence**

It didn't take long for Ben to get here, he only lived a few blocks. The car was gone, his father hadn't taken that last night when he'd left the first time. He paused going forward towards his door. He didn't know if he could face what was inside, or who was inside. The memories, or worse, his father. He stopped just before laying his hand on the door handle, turning it slowly.

The door was locked. Ben sat down, slumping down as he sat with his knees to his chin in front of the door. He remained that way for a few long hours, just thinking. It was around dinner time that his father's car finally came around the corner. Ben didn't even notice it.

His father got out of the car, and walked up to the stairs in front of the house. "Ben..." His dad paused.

Ben didn't answer at first. He didn't know if he could to be honest. He didn't trust his voice. Finally he just stood up, and hugged his father. Tears finally coming down his face.

"I know." Peter said as he patted his son. It was that moment that he remembered the last time he had given Ben a hug. Ben was seven and had just come home from school with a rather big bruise and a black eye. Not because he was beat up, but because he had taken a few punches while standing up to some bullies for Mike.

The flashback ended as suddenly as it had began, and both of them made their way inside. Silently. It was a few moments of just standing there looking at the house before either of them spoke.

It was a mess, things knocked all over, blood and burns all over the place. Ben's face blanched at it, but Pete looked almost like he had seen it before. He probably had.

Ben realized at that moment just why he had been angry at his father. "Come on Ben." Peter said with a smile as he looked to his son. "We've got some work to do."

Ben felt like yelling, he felt like doing something, but why? What would he do? What would it accomplish? He was so confused, so... angry. But what could he do? He just followed his father's lead. Picked up the other end of the table and set it back on it's side.

Neither of them spoke until they were finished at least getting the place back in semi-order. They would clean it later. Both of them sat on the couch. "Where did you go last night?" Peter asked looking over to Ben.

"Lot of nerve you have asking me that." Ben snapped. "I spent the night at a friend's."

"Whose?" Peter asked.

"Felicity's." Ben said obviously angry.

"I'll have to thank her mother." Peter said looking to the Television, which was turned off.

"Where did you go last night?" Ben asked, turning the question around on his father.

"Uh..." Peter paused a second.

"Never mind." Ben said leaning his head against the back of the couch. "I guess I should already know the answer." He paused. "You went out doing whatever it is you do in brightly colored tights."

"Hey." Peter said looking to Ben.

"What? You picked the costume, not me." Ben said shaking his head as he stood up.

"You used to like Spider-man, you adored him as a kid." Peter said standing up as if to follow him.

"I grew out of him. I've outgrown a lot of things." Ben said looking to his father. "Unlike some people I know."

Peter paused and hung his head a bit. "You blame me don't you?"

"Of course I do dad." Ben snapped, probably a little quicker than he should've. "Do you see anyone else in this room that puts everything but his family first? I spent more time here with mom than even you did."

"That's not fair." Peter started.

"I don't have to be fair!" Ben yelled. "My mother is dead! My father ditched me! As far as I'm concerned you're responsible for her death! You killed her!" Ben was screaming, and his father was just standing there taking it, as if expecting it.

"I do what I do because..." Peter started.

"It doesn't matter!" Ben yelled, and before he knew what was happening he moved forward. He was angry, a punch went flying, and for some reason Peter's spider sense didn't go off, he wasn't expecting it. It hit him hard in the left cheek and sent him to the ground.

Ben's strength was greater than he realized now. Peter stood on his hands and knees, shocked. Ben stood staring as if hardly believing what had happened, like watching a bad movie.

He started to run, but was stopped by his father's voice. "It's okay." Peter said getting to his feet. "You're angry, you don't know what to be angry at. I know I've been there."

Ben felt like yelling again, but he didn't.

"Come on. We have to get things ready for the funeral." Pete said as he offered Ben a hand for a handshake. "Truce?"

Ben shook his father's hand but didn't say a word. His father smiled and pulled him into another hug.

**Tuesday**

"The Lord is my shepherd, I shall not want..." The pastor went on as the large group of people stood underneath the deep blue sky on Tuesday morning.

Ben and Peter stood there nearest the casket, both in suits. It was the first time Ben had worn one. The Octavius family was next to them, and then a bunch of people that Ben didn't even recognize, a few that he did but had never met personally, such as John Jameson, and on the other side of Peter was Normie, tears in his eyes.

The service ended with a hymn. Peter was the first to put a flower on the casket, and Ben did afterwards. Followed by a few others. Headed back to the cars Ben was stopped by Normie. He didn't say anything, just gave Ben a hug and a pat on the back. Mike was next to approach him, shook his hand, and Rosie gave him a hug. Felicity was there, she gave him a hug, and a kiss on the cheek.

Ben looked around, his father wasn't next to him anymore. He was a little ways up the nearby hill. Ben followed him, coming up behind him. He saw the tombstones his father was looking at. "Benjamin Parker, Beloved Husband, and Uncle" and "May Parker, Beloved Wife, and Aunt"

Both were silent as they just looked, heads bowed, at the tombstones. Ben had never met either of them, but he had seen pictures, and heard stories. These were the people that had raised his father, the people that made him the man he was today.

Ben sighed, breaking the eerie silence. "If only you could have met them." Peter said looking up to Ben.

Ben smiled. "Come on dad. Let's get home." Ben said putting a hand on his father's shoulder.

It seemed like the ride home lasted only for a brief moment or two, and was soon over. They were back at the old house, now cleaned up, and fixed up. They both walked in silently, and sat down at the same time at the table rather silently.

"Ben." Peter said looking over to his son.

"Yeah dad?" Ben asked suddenly looking up from the spot on the table he had been staring at in almost a trance-like state.

"Happy Birthday." Peter offered a weak smile.

Ben smiled a little bit, briefly. "Thanks dad." He said with a nod. To be honest he had completely forgotten about his birthday, and it didn't seem all that important now. What he would've asked or wished for, he couldn't get.

END

Author's Note: PLEASE REVIEW!


End file.
